Agent Venom: Thin Black Line
by NoirValor
Summary: Agent Venom isn't like most hero's. He does bad things to worse people, and he's very good at it. When ULTIMATUM breaks into a secret US base, and Carnage runs free, Venom shows that sometimes the solution isn't a super hero, but a good guy who is willing to get his hands really dirty.
1. Chapter 1

**AN: Greetings every one. If you are an existing follower of my work, I am glad you are reading this new story. For everyone else thanks for stopping by. Just a viewer discretion warning. This is going to a relatively mature story line with it's fair share of violence and swearing. You have been duly warned. Now without further ado, enjoy.**

Chapter 1

ULTIMATUM had succeeded, for the most part. The globalist terror group was almost done securing the U.S high security facility titled DoD Controlled Access To Acquired Other-worldly Military Based Sciences Warehouse, but everyone who worked there just called it The Catacombs. The massive underground facility, guarded by the U.S. Air Force, stretched out for several miles across several floors, and housed all of the alien technology that the United States government had acquired since the 1950's. ULTIMATUM was there in order to get as many assets in order to help in their fight to remove national governments and establish a world order. The white clad soldiers with black berets, body armor, and sunglasses were fighting the last holdouts of airmen that were guarding the warehouse.

A squad of ULTIMATUM foot soldier, using mainly M4A1 carbines, were in one such fight right now.

"Suppressive fire." Yelled the squad leader, a man named Mason.

An automatic rifleman armed with a M249 SAW began to fire an extended stream of bullets. The two remaining airmen, armed with old M16A2s, quickly ducked behind cover. Unfortunately, the man with the SAW had loaded it with tungsten cored armor piercers. The cover they were behind was quickly chewed apart. The two service men screamed in pain before the thunderous fire from the SAW died down. Blood began to seep into the hallway.

"Jake, cease fire." Mason ordered.

The man with the automatic rifle took his finger off the trigger. The five man ULTIMATUM squad moved forward. Eventually they peak around the corner one of the airmen fired at them with his M16. The soldiers quickly backed off. When the assault rifle emptied its magazine, shorter pops from a 9mm M9 began to sound off.

"You mother fuckers better stay away." Yelled the injured man.

Mason knew that the fight was more or less over, but he wasn't going to put people in unnecessary risk. "How about this." Mason started. "You surrender. We'll patch you up. You get to live when we leave." Mason offered.

"Fuck You." The man responded promptly.

Carl shrugged. "Kill him Jake."

"Got it." Jake said. He fired another burst from his M249 though the cover where the airmen was and the sounds of a man choking on his own blood from internal bleeding and trauma filled the hallway.

Eventually the sounds stopped. The ULTIMATUM team advanced forward and checked on the two airmen. Both were now dead. Their bodies had multiple puncture wounds. The blood began to pool around their bodies from downward facing bullet holes. That was the only way blood could leave their bodies because their hearts were no longer pumping.

Mason looked around and took in his surroundings. The airmen were guarding a steel security door, locked by a card reader. The door was titled Organic Containment Wing.

"Jake. What do you think about this?" Mason asked as the rest of the squad formed behind him.

"More stuff for us to steal." Jake said nonchalantly.

"We've taken over this whole facility. What keeps two guys fighting, when there is no hope to win?" Mason asked.

"The zealot nature of a soldier?" Jake offered.

"Maybe." Mason conceded. "Or, the thing behind the door here is so dangerous or valuable, it's worth protecting to the death." He finished.

Mason rummaged around the multiple pockets of the dead men at their feet, and eventually came across a security badge. He quickly swiped the badge through the terminal connected to the door and it promptly 'wooshed' open. Through the doorway was a number of empty rooms that resembled walk in closets. All of the doors except one were closed. The ULTIMATUM squad moved into the room toward the now open door.

Mason handed the security badge to one of his men with an M4. Two of the foot soldier got on either side of the door. One swiped the key card in and the door opened. The two men by the door rushed inside. What they found was a man white red hair and wearing a blazing orange t-shirt and sweatpants with the word 'Detainee' in white going down the pant leg, and the word 'Kasady' in the corner of his shirt. The man was laughing hysterically.

"Who are you?" One of the foot soldiers asked. The rest of the team was peering into the room now.

"Can't you read? My name's Kasady. Cletus Kasady. And you're dead men." Cletus said with joy.

Red and black slime began to ooze over Cletus's body. It formed into claws on his hands and created white eyes and fangs over his face. He launched himself at the two men in the cell with him, slashing at them, blood spraying over the wall. A third man in then began to fire his M4 and Jake began to unload his M249 into the cell with the intent of killing Cletus. Cletus fired a number of sharp flechette out of his hands, striking the two men shooting at him. The bullets bounced off Cletus's body harmlessly. The flechette embedded into the shooters bodies though, penetrating and killing them. With the rest of his squad dead at Cletus's feet, Carl reaching for a radio on his belt.

"Alert. Cletus Kasady is in The Catacombs. Cletus…AHHHHH." Carl shouted into the radio as a red spike impaled him through his chest cavity.

"Not Kasady. CARNAGE!" Carnage screamed.

* * *

In orbit above the Earth's surface the Pym Particle shrunken headquarters of the Secret Avengers, The Lighthouse, looked steadily down at the planet it protected. Inside, on a gym mat that was in the workout area, two people sparred. One was a tall and beautiful female, with long blonde hair, who wore a black sports bra and tight black running shorts. The other was a well-built man with short dirty blonde hair, wearing a grey t-shirt with the word 'Army' across it and black track pants.

The man was Eugene 'Flash' Thomson, known as Agent Venom, a former black ops soldier for the U.S Army. The woman was Valkyrie, an Asgardian goddess and warrior. Both were members of the Secret Avengers. They were also dating, though Valkyrie called it a courting dance, and Flash didn't really want to put a label on it. At the moment they were both rolling around on the mat, wrestling and trying to get to a position of dominance.

Flash was currently on the bottom. They had their arms wrapped around each other's upper bodies trying to keep them from moving too much. Flash knew he needed to escape, or else Valkyrie would eventually win. He knew that all he had to do was get on top, and then he could go for a submission.

Flash wrapped one leg around Valkyries, he then push the other leg to the outside of the struggle and used it to push himself to cause himself to roll over on top of his opponent. From there, he held on while Valkyrie struggled beneath him. Flash figured that she was surprised, because normally she was always on top. Eventually her struggles had less energy, and moved to grasp her left hand and move it above her head. He followed up by using his left hand to reach over and grab her pinned wrist, and repositioning his right arm underneath her left, and grabbed his own wrist. To finish the fight, he then just pulled down, causing pain.

Valkyrie then began firmly tapping on Flash with her hand. Flash got up, and smiled. He was sore. He was sweaty. He was tired. He had won. In a show of comradery though, he stuck his hand out and helped Valkyrie to her feet.

"Congratulations Flash. You have bested me." Valkyrie said approvingly.

"Yeah. Not often that happens." Flash said happily.

"I could tell you were excited and pleased with yourself." Valkyrie said smirking.

Flash realized at that moment with horror that he had been erect near the end. He then realized that, given that they had been wrestling and rolling around, Valkyrie surly would have felt it. He started to feel the heat rising in his cheeks, but all he could do was smile.

"I'm glad that you appreciated it." Even though he was embarrassed as hell, he was going to try and be confident about it, instead of awkward.

"How are your legs?" She asked.

"Their fine." Flash said casually. When he was still enlisted, an IED took of his legs. As part of Operation Rebirth, the project that bonded Flash with the alien symbiote known as Venom, the U.S. government provided him with Life Model Decoy leg prosthetics. They looked real, and felt real, even to Flash. But every once in a while, when he was by himself and thinking, he remembered how much losing his legs traumatized him at first.

A beeping from their Avenger's ID card came from nearby gym bags. They both looked two each other and went over to them and turned them on. The sullen look of Hawkeye showed up on the small screens.

"What's up?" Flash asked.

"You got a mission." Hawkeye responded. "ULTIMATUM is attacking a U.S. government storage facility, and due to the nature of the items in the facility, they requested help."

"We do not have our regular allies. We will not be as strong as usual." Valkyrie said.

"I know we haven't been the same sine we lost Eric O'Grady, and Beast is busy at the Xavier Academy, but this is a serious situation." Hawkeye said firmly.

"Don't worry. We can do this." Flash said. His time as a soldier instilled a 'can do' attitude despite difficult situation. In his mind, if there isn't anything good about the situation, you just embraced the suck, and went back for more.

"Great. I'll send you the details and you guys can go over them on the way to the facility." Hawkeye said with a slightly annoyed tone.

Valkyrie picked up on this. "What is bothering you friend?" she asked kindly.

"Everyone is going and doing stuff. Spider-Man and Black Cat called a few hours ago to hit a Kingpin lab. You two are going to stop this catastrophe. And I'm just sitting here. It's boring." Hawkeye complained.

Flash grinned. "Well you are doing a wonderful job holding down the fort." He said cheerfully.

"Ughhh." Hawkeye groaned before disconnecting.

Flash looked over to Valkyrie.

"Looks like we have a fight to prepare for." Valkyrie said happily.

 **AN: For fans of my spider-man story, I hope you enjoyed the reference. It's the same universe, but don't expect crossovers at this point. Fun fact, I spent about a half hour staring at my screen trying to work out the CATAcOMBS acronym ('Acquired' forms the second A and C). Last note, the move that Flash used to beat Valkyrie is an Americana Armlock that is used in Brazilian Jiu Jitsu. I Hope you all enjoyed. Remember to review and tell me what you liked so I can try to more of that stuff.**


	2. Chapter 2

**AN: For the fourteen of you who read the first chapter, thank you. I hope you enjoyed it and will continue to read. I certainly plan on writing it, because I have already wrote the story boards and It is a personal thing for me to finish my work. Big thanks to Celgress for once again reading and reviewing.**

Chapter 2

The Avengers quinjet soared over the desert of Arizona at a blistering pace. The heat of the setting sun beat down onto the red rock below. The hues of the earth, glowing brilliant red and orange now, would fade as the night progressed. Inside the flying vehicle, the hero's prepared for the upcoming conflict.

Agent Venom had bonded with the alien symbiote that was the source of his powers. The black, liquid life form had formed into a second skin with armor across the upper body of the soldier, and an iconic white spider across his chest. This was from the sybiote's first human host, the hero Spiderman. Venom had outfitted himself with more terrestrial weapons though that he had trained with namely a .50 caliber Desert Eagle, and a number of grenades, flashbangs, and other assorted explosives.

Valkyrie wore armor from her time as an Asgardian warrior. The black and grey armor covered her modestly and protected vital parts of her body. Though she wielded more primitive weapons, a spear and shield, than Venom, her superior strength and agility as a goddess allowed her to more than compensate for their lack range.

The two were looking over a tablet that described the situation in depth that was occurring at The Catacombs. From an overview of suspected ULTIMATUM objectives, to the contents of the equipment that The Catacombs housed, every possible threat and concern was spelled out for them to prepare for. And the list was disturbingly long, and it had Agent Venom worried.

"Our enemy is most likely to target the arms room in order to continue their misguided attempts at establishing a world order by force." Valkyrie stated.

"Radical terrorist are always trying to get more toys." Venom responded grimly.

"What weapons are stored at this location?" the warrior goddess asked.

Venom scrolled through the tablet. "According to the inventory list, even though it is trying to be vague, there mostly seems to be mostly high powered energy weapons. There are some biological and chemical agents though. Annnnd….oh boy." Venom finished worried.

"What bothers thee?" Valkryie asked showing concern.

"There are also a few sonic generation weapons as well as incendiary devices." Venom said somberly. Fire and sonic weapons were the biggest weakness of the symbiote. Because the creature spent much of its time in the vacuum of space, it never developed a defense to such armaments because of the lack of air molecules.

' _Dangerous_ ' a voice inside Venoms head said.

'I'll handle it Flash though back.

The biggest danger to Agent Venom wasn't the biggest danger to Flash underneath. Because the symbiote bonded to him both physically and mentally, they were able to communicate through thought. Whenever Flash wore the alien, his biggest fear was that he would lose control of his own body. The symbiote had tried many time to do just that. Sometimes it had succeeded.

"Will you be Okay?" Valkyrie asked.

Flash snapped back to being Agent Venom. "Dangerous weapons are just an occupational hazard. I'll be fine, and if not, you'll be there to back me up."

Valkyrie smiled. "But of course. It is the duty of a warrior to defend their fellow fighters.

Venom and Valkyrie read through more details of the facility. Their covered the design, layout, and history. This was important to know this for environment dangers that could hinder them in the conflict. The next biggest problem that they discovered was as they were reading through the personnel list. There was one person listed as a detained person labeled as Kasady, Cletus.

' _CARNAGE!_ ' the symbiote yelled in anger.

'I see it.' Flash said. "We have a notable issue" Agent venom said aloud.

"What is it?" Valkyrie asked.

"Well there is a man here named Kasady who will certainly be a problem if he escapes."

"Why?"

"Short version. Cletus Kasady was just your average sadist and psychopath. Then he bonded with an alien symbiote that is the spawn of my own. Now he is a super powered sadist and psychopath named Carnage whose symbiote has some serious daddy issues with my own." Agent Venom explained quickly.

Valkyrie stated at him dumbfounded. "You have a child?" she asked confused.

"What? No. The symbiote apparently reproduced asexually, and that bonded to Kasady. I didn't bond to this sybiote until years later." Agent Venom explained worried while raising his hands up defensively. Not for Carnage at the moment, but for what Valkyrie might do to him.

"Good." She stated. "I was worried that I would have to chase off some harlot from taking the man I am courting, and punish said man for his infidelities."

Venom sighed in relief. "Anyway. My guess is that because Carnage comes from an alien symbiote, that is why he was detainee here with all of the other alien stuff." Venom reasoned. Valkyrie hummed her agreement.

The rest of the flight went by in relative silence. The quinjet had a programed flight path, so there was no real need to pilot the thing unless there was some kind of emergency, in which case Venom was a perfectly capable pilot. Valkyrie sharpened the head of her spear and a small dagger. Venom modified a HK 417 battle rifle with an ACOG sight, angular foregrip, and canted iron sights. Eventually the computer gave the two an audible warning that they would be landing soon, and they attached all of their gear to various harnesses.

The quinjet touched down on an impromptu helicopter landing pad in the middle of a hastily assembled military staging area. Around the jet, soldiers, Humvees, and other military gear and personnel were moving to set up for what seemed to be a massive operation. As the two hero's stepped of their transportation, a man in a U.S. Army uniform ran up to them. Venom noted that the man wore the rank of a Captain on his chest.

"I'm assuming that you two are the hero's that I was told were coming?" The man said, even though he knew the answer.

"Roger Sir." Venom said reverting back to his old military habits where he was merely a Corperal. "I'm Agent Venom. This is Valkyrie." He said nodding to the Asgardian.

"I'm Captain Nathanson. Glad to have you here. Please follow me." The Captain said as he turn around and started to walk away.

Venom and Valkyrie quickly walked up behind him. "Based on the number of people, you aren't the one in charge here." Venom said.

"No. I'm just in charge of intelligence and security here." Nathanson said. "I'm taking you to General Ross now."

Venom put a hand on Nathanson and tuned him around. "General Thaddeus 'Thunderbolt' Ross?" Venom asked outloud.

"Yes. You know him?" Nathanson asked.

"We've met."

"Must have been quite an honor."

"Not really." Venom said with disdain. "Where's he now?"

"The big tent over there." Nathanson said pointing to a large tan tent that was flapping in the breeze.

Venom started walking over to the tent without another word.

"What with him and General Ross?" Nathanson looking to Valkyrie.

"They through a portal into Hell." Valkyrie said simply and followed after Venom.

It took Nathanson a second to close his mouth before he followed after them. After leading them through a security checkpoint, Nathanson brought them into a room in the tent that had a number of tabled, laptops, and maps on boards.

In the middle of it all stood General Thaddeus Ross. The man's steely grey hair and mustache matched his steely gaze and steely cool demeanor. The army officer looked as though he was just the right mixture of calm and angry in order to solve the current crisis. Agent Venom didn't really like the man though. When Ross was the Red Hulk, he tried to detain Venom when he thought that Venom had gone AWOL. In reality Venom needed to go into hiding because the gang leader Crime Master had too much information on his alter ego.

Venom walked up to the general. "General Ross." He stated simply.

"Venom. I haven't seen you since Vegas" General Ross responded. Even though the two worked together to close the Portal to Hell in Las Vegas, the two never really forgave each other for their perceived actions. "Have you been brought up to speed?"

"I read the reports. Just wanted to get any final updates, then well go in." Venom said.

General Ross put a cigar in his mouth and lit it. "Just so you know I didn't want you here. I got authorization from the Secretary of Defense to get a Howling Commando team out here so the headline could say the Army stopped this crisis and not the Avengers in the event this made it to the media. Someone above me thought that was a bad idea though."

"Howling Commandos. Those guys are high speed." Venom said.

"Yeah. And we aren't used to playing back up." A man said sitting at a nearby table. The man had brown hair in a crew cut. He was dressed in camouflage fatigues with black body armor. Had he not made a comment, neither Venom nor Valkyrie would have paid him any attention. "Our authorization is pretty high up the chain, so whoever sent for you must be even higher. That is the only reason I'm not very angry.

"Agent Venom, this is Canine. He is the one in charge the Howling Commando team I sent for." Ross explain.

"Since you and blondie here are the ones goin' into the facility, me and my team will be coving the hanger entrance. Well keep anyone from going in or coming out." Canine explained. "If shit gets FUBAR, we'll go in after you and finish the job."

Venom knew about the primary hanger entrance from the blue prints of The Catacombs provided in the report. "Good to know there is an alternate plan. What plan do you have for Carnage?" Venom was most worried about the threat that particular individual posed at the moment.

"Easy. White phosphorous incendiary grenades. Should phase him long enough to shoot him." Canine said.

Venom knew it was never that simple with Carnage. ' _We Must Kill Him_ ' the symbiote said.

'I agree. Bu I'll be the one to do it' Flash thought. It wasn't often that they agreed, but Flash would never willingly let the symbiote take control without specific instruction.

"And ULTIMATUM?"

"Simple. Shoot 'em like any other terrorist." Canine said plainly. "What's your plan anyway?"

Venom had plenty of time to think it out, and it was best to keep it simple. Having too many objectives tended to distract you from the things that absolutely needed to be accomplished. "Resecure and relock the arms rooms. Kill and or capture all hostiles within The Catacombs. Those are our objectives." Venom said.

"Fair enough." Canine said. General Ross nodded his approval begrudgingly.

Venom turned to Valkyrie who had been quit thus far. "Any questions or things to add?" he asked in a friendly manner.

"Your human bureaucracy is a waste of time. In Asgard we would already be fighting." Valkyrie stated with her arms crossed in annoyance.

"We're ready." Venom said.

 **AN: Since I wrote the first chapter, two more Agent Venom stories were published on this site. Coincidence, I think not. By the way, good luck to Celgress on his own Venom story. It was a well written first chapter and I hope more people are reading it.**


	3. Chapter 3

**AN: So I've been busy working on Spider-Man: A Different Web. This chapter is a little shorter than the others thus far, but that is because the editing was a little harsh. To much of nothing. I want this story to be more engaging and exciting.**

Chapter 3

Venom crept along the desert floor slowly. Above him Valkyrie flew against the night sky. The two were as stealthy as possible. Valkyrie was high enough to avoid being seen by the naked eye, and small enough to sot be seen by radar. Remembering his training from the Army, Agent Venom kept his five S's minimal (shape, shade, shine, sound, and silhouette). Once they got into The Catacombs, they could afford to be more offensive, but outside, ULTIMATUM had the ability to lockdown the outside very well once if they got so much as a hint that they were under attack.

Valkyrie reached to touch her hand to an earpiece. "Venom, how are you?" She asked.

"Almost in position. I'll tell you when I get there." He responded, all business.

Venom had been crouch walking along a ridgeline, just out of sight of the entrance to the Catacombs. He started to high crawl with his HK417 in the crook of his elbows. The last 100 meters took him to an over watch position with a perfect view of the entrance to what seemed like a small warehouse with a number of SUV parked in front of it. The warehouse, almost 300 meters away, had four guys in front of it.

"I'm at Position Tin." Venom said into his radio.

"Ready." Valkyries responded.

"Engage in my first shot." Venom ordered.

He looked through his optic down toward the ULTIMATUM terrorists. The lower optical zoom of the ACOG didn't allow for him to see many details, but he was able to see that they were wearing their identifiable white uniforms with black berets and body armor. The important thing that he was able to see was that they were armed.

"Four targets with weapons. Patrolling in front of the Catacombs entrance. Confirm targets?" Venom said.

"I see them." Valkyrie said.

Venom gave a small sigh. He was still used to radio protocol from his days in the military. Radios didn't exist in Asgard, so Valkyrie wasn't accustomed to radio etiquette. But it was a small thing for him, considering their sometimes less than professional relationship.

He lined up his rifle and aimed the chevron of his ACOG onto the head of the first terrorist. He let the air out of his lungs, and gently depressed the trigger. The crack of the rifle sounded out over the desert, and the back of the man's head exploded, leaving a massive blood spray pattern behind him. The recoil of the rifle settled down and Agent Venom was able to see Valkyrie slam down onto a second gunman, knocking him out. Venom turned his battle rifle and fired on a third man, killing him briskly with a controlled pair of bullets to the chest, the armor unable to stop the armor piercing rounds that Agent Venom had loaded.

Valkyrie raised her shield to deflect gunfire from the last ULTIMATUM gunman. The bullets safely deflected away, she thrust her spear into the neck of the shooter. Arterial spray was limited as the spear was wedged so deep. When Valkyrie pulled it out the man fell over and the blood began to pool onto the ground beneath him.

"I have secured the entrance." Valkyrie said.

"On the move to your position." Agent Venom said.

Venom ran over there in less than two minutes. Valkyrie was holding open the front door, and Venom walked over and went through the entryway with his rifle raised. As he scanned of the lobby that he remember from the blue prints he quickly determined that they were no ULTIMATUM soldiers in the room. Venom and Valkyrie unlocked the lobby elevator from the front desk, then walked into small metal cube.

"They're gonna be waiting for us." Agent Venom stated as they descended down into The Catacombs.

"Get behind me. I will defend us." Valkyrie stated firmly, lowering herself and her shield into a defensive stance.

"Roger. I'm going to shoot over your head, so don't stand up. Just move forward and keep the pressure up." Venom said.

"Who is this Roger you speak of?" Valkyrie asked confused.

Agent Venom starred at her for a second, then shook his head. "Don't worry about that now. Just don't stand up."

"You must describe who he is later." Valkyrie said and readied her shield.

The elevator door opened. As expected, ULTIMATUM foot soldiers were waiting and open fired with M4 carbines. Whatever Asgardian metal made up the shield absorbed the impact of the bullets with no difficulty. Behind Valkyrie, Agent Venom started to return fire. Moving his field of fire from left to right, the hallway was quickly cleared as Venom killed four more terrorist.

The two hero's moved out of the elevator down the hallway toward where it reached a T-intersection. As they got closer, two more gunman came around each corner. These guys were armed with a combination of three M4's and a Remington 870 shotgun. Venom stood steadfast behind Valkyrie, and shot through the rest of the magazine. One of the shooters was still alive though so Venom pulled his .50 caliber Desert Eagle out of his thigh holster and shot the last man in the head.

"They seem to be using four man teams. Various weapons." Venom said as he reloaded a fresh magazine into his battle rifle. ULTIMATUM used very similar tactics to what the military used. They may have been a terrorist group, but they were well equipped, and adequately trained. "We need to get to the weapons locker as fast as possible."

* * *

A large squad of ULTIMATUM soldiers sat in the security room of The Catacombs. The soldiers occupied all of the desks in the room, each of which had a bank of computer screens connected to cameras that covered different sections of the underground facility. Amongst the desks the desks, a man dressed just like the rest of ULTIMATUM members, but he wore a black cape as well, and went by the name Carl. He was the one in charge of the raid on The Catacombs.

"What is the status of those alarms that just went off?" Carl asked with urgency.

"Sir. Over here." One of his men waved his hand to get attention.

Carl walked over to the monitor. A video clip of the psychotic symbiote Carnage tearing through a number of his men in brutal and bloody fashion. The sheer level of violence was absurd for even the average professional killer such as himself.

"Where is this happening?" Carl asked business like.

"This was in the housing section. There is some good news though." The man at the desk said.

"What is that Liam?" The ULTIMATUM leader asked.

"Carnage also killed the last holdouts of military personnel there." Liam said cheerfully.

"Well that is of some help. What else is going on?"

"We have this footage of two intruders coming in through the elevator entrance." Liam showed Carl the footage of Venom and Valkyrie shooting up the hallway of their initial entry.

"Well, well. That looks like and Asgardian. What I want to know is why Venom is helping her, and why is he using guns?" Carl asked out loud.

"Maybe Venom is here to kill carnage?" Liam offered.

"Perhaps. Either way, we now have more going on than initially planned. How long till we open the security and weapons lockers?" Carl asked.

"A few more minutes. Fifteen tops."

"Once you get in, get thermal and sonic weapons. Those are the most effective against the Symbiotes. Also get a few high energy weapons for the Asgardian. They are remarkably though to kill." Carl ordered.

"Yes sir."

Carl just stared at the two sets of repeating footage. He wasn't expecting nearly this much of a fight, but there were powerful beings in the world they would need to defeat if they were going to overthrow the world order. These three would have to serve as a test.

* * *

Carnage walked the hall with a smile on his face. There was immense pleasure for him in killing members of a radical group that was hell bend on overthrowing all governments in favor of a new world order. The red of their blood over the beige wall and their white uniforms adding life and color to the rooms as death filled the halls.

But the thing that actually excited him was a familiar buzz in the base of his skull. A tension in his stomach. Itching in his claws. It was the feeling he got when Venom was around. And oh, how he wanted to kill Venom. How he wanted to tear the symbiote from his body, the rip the flesh from his bones, and suck the life blood out his torn throat.

The thought of all of this happening, the chaos, the destruction, the…carnage. It made the villain cackle with glee.

 **AN: I'm not gonna give up on this story. It may not be as written as fast as ADW, but I'm not going to quit. Big thanks to Celgress, you beautiful person. Also thanks to neverending000. You guys reviewing matters to me.**


	4. Chapter 4

**AN: So it's been a while since I updated. In short I've been working on my Spider-Man story. I'm still gonna do this story, but not as many people read it, so it will be a slower process. Anyway, big thanks to Celgress, I know that I am mostly just writing this for you at this point. But someone wants to read my story, so I'm gonna write it.**

Chapter 4

Venom walked quickly along a hallway leading to the secure room that was the Catacombs Armory. The movement was designed to keep a brisk pace but allowed him to keep control of his weapon and to stay alert for his surroundings. The hallway was a long and vertical, so Venom took the point position clearing corners and watching out front, and Valkyrie watched behind them defending their rear.

The pair moved toward a corner that was the front of the atrium outside of the armory, and peeked around the corner. In the space were five more ULTIMATUM minions. This squad had erected a strong defensive position. Two PKP Pecheneg Machine Gunners with two assistant gunners armed with M4's and a guy with a laptop who was controlling cameras. That volume of fire power could cut down a platoon of trained soldiers.

"2 o'clock. Behind the corner." The man at the computer yelled.

The thunder of PKP's erupted into the hallway. The massive 7.62x54mm rounds ripped through the corner. Muzzle flash stretched out in front of their barrels for several feet. In order to avoid the defense, Venom dove and rolled across the hallway to the other side, splitting the number of targets.

"This is Liam. Venom and Valkyrie are at the arms room. Get backup." The man at the laptop said.

"I'm cannot fight this group of foes." Valkyrie said as she peeked around the corner. "They are too well defended."

Agent Venom fiddled with a pocket on his belt. He pulled out a M67 Fragmentation Grenade. The olive green, roughly baseball sized metal sphere housed a half pound of high explosive and had a lethal radius of almost fifty feet. He put the grenade with the detonator toward the ground in his left hand.

"Proper grip. Thumb the clip." Venom said to himself.

"Twist, pull pin." He said, performing the described action with his right hand.

"Take a peek." Venom looked around the corner to get a distance on the entrenched ULTIMATUM baddies.

"Strike a pose. Frag out." He stuck his left around out in the open and threw the grenade. It soared threw the air and landed behind their makeshift barricade.

He waited five seconds. In that amount of time he head the foot soldiers react to the explosive.

"Kick it down." Someone yelled.

The sound of metal clinking on metal could be heard shortly before an explosion below.

"Shit. They made a grenade sump." Venom surmised. Grenade sumps are holes that you kick a grenade into and use gravity to get it away from you. In the jungle or desert, you dug a hole. In the inside of a building, used a vent or a drainage valve. It would destroy the HVAC or plumbing, but you'd be alive.

"Any other plans?" Valkyrie asked with a sarcastic smirk across the hallway.

"Yes I do." He said.

Venom pulled an M84 Stun Grenade, more commonly known as a flashbang, from a different pocket on his belt. Repeating the same process as the hand grenade, he threw this non-lethal pyrotechnic down the hall. This time he threw it short, so the ULTIMATUM soldiers couldn't get it away from them.

The flashbang detonated, causing the white soldiers to groan in pain. The grenade would have blinded them and rendered them deaf. Their response was to panic. The men with the M4's and the PKP's started to fire blindly down the hall. As a combat veteran though, Agent Venom didn't do that.

Venom dropped into a kneeling prone position, shifted around the corner, and braced the barrel of his weapon against the wall. He gazed through the ACOG of his 417 Rifle and engaged. He let the breath out of his lungs and began to shoot. His first two controlled pairs went into the men manning the PKP's. The next two went into the assistant gunners. All that was left was the man named Liam at the laptop.

The man was clearly tech support, not a combatant. He was probably a vital part of the operation though because ULTIMATUM would need someone with his skill set in order to break through the high end security of the Air Force facility.

Venom jogged up to the man and shoulder charged him, knocking him to the ground. He pulled out a pair of flex cuffs and secured Liam. Valkyrie was right behind him.

"I'll get into the vault. You question that man." Valkyrie said curtly.

Venom nodded a turned to face the man. "What are you doing here?" he demanded with steely grit.

"Guarding the arms room." Liam said terrified. He had heard of the violence that Venom was capable of and didn't want to piss him off.

"What is ULTIMATUM doing here?"

"Getting weapons and stuff."

"What other stuff?"

"I don't know. I was just told to get the guns from the arms room."

"How many guys are coming for us now?" Venom asked, remembering his call for help.

"I don't know. Depends on how many are still alive with Carnage roaming around."

That awoke the Symbiote. Flash felt the creature surge with anger and rage. 'KILL HIM'. It said into his brain.

'We will.' Flash thought back. 'We'll get Carnage.'

'Not Carnage. Kill this man. He knows nothing more.'

Venom stared at his prisoner. When the Symbiote got really, really motivated, it could influence him to make drastic decisions and make even more drastic actions. But underneath, Flash knew that he could convince the Symbiote to do what he wanted.

'No. This is a combat situation. I'm not gonna waste ammo on a man who can't fight when there are others we can.'

He could feel the alien thinking. 'Fine.'

Venom heard the door to the arms room open. "It's open." Valkyrie stated happily.

"Let's check it out." Venom said. Before he turned to leave though, he knelt down and used and wrapped Liam's neck in a choke hold. Seconds later the man was unconscious.

The duo walked into the now unlocked room. There was several gun lockers that lined the walls. They were empty. The room they were in housed some of the most dangerous weapons that the United States government had acquired in the past half century. And now they were in position of one of the most dangerous groups in the world.

"This is going to be a problem." Venom said.

"Yes. We must recover the weapons. In the hands of these fiends, they will lead to the loss of many innocent lives." Valkyrie surmised.

"STARTING WITH YOURS!" a voice shouted.

A beam of energy was fired threw the doorway to the arms room. It was aimed at Valkyrie, who was knocked to the ground and groaned in pain. More lasers were shot threw the doorway. Venom dove away. While moving, he shot a webline and pulled Valkyrie to safety with him in the vault.

Venom knew that he couldn't treat her for her injuries while he was being shot at. He needed to kill the ULTIMATUM soldier outside the room. He was trapped, outnumbered, and outgunned. It was a nightmare of a tactical situation. The Symbiote knew this as well.

'Let me out!' it said.

'Why?' Flash asked.

'I can kill them.'

'They aren't armed with human guns. They might kill you.' Flash argued.

'If they could have kill us, they would have shot you first.' The Symbiote countered.

'How can I trust you?' Flash insinuated angrily.

'We're trapped. You die, I will be captured. I would rather be stuck with you than trapped in another lab.' The Symbiote needed a host to survive. Flash was the first one that was accepted it willingly. All others, the Symbiote didn't give a choice because it needed to survive. ULTIMATUM would keep it isolated.

Flash thought it over. He was willing to use the powers of the Symbiote, but he hated when it took over. If it had too much control, his friends might feel it was safer to kill him in order to keep other safe. But in this situation, he'd probably die anyway.

'Kill them, then give me control. You don't, and The Avengers will find out. You know that.'

'Agreed.' The black alien suit knew that Hank Pym had taken great lengths to ensure the Symbiote would be terminated as a failsafe.

'Fine. Do it.' Flash said. And he began to feel the power flow…

 **AN: My dad wrote a bunch of short stories. Hand jam stuff. He doesn't publish. But he writes them for friends and family to read, and he loves to do it, even though only a small number of people read them. That's the same way I feel about writing this story. If so much as one person enjoys it. Then I'll keep writing.**


	5. Chapter 5

**AN: This chapter was heavily edited. Not for content really, more for artistic direction. The original plan was to have really just a violent section with lots of dynamic action, but then i decided for the minimalist approach for the action and decided that it would be more interesting to look at what Flash was dealing with as he went through this chapter.**

Chapter 5

The power of the Symbiote was distinct. When Flash exercised, he felt power come from his major muscle groups, his lungs and his diaphragm. It was the same in combat. When the Symbiote took control though, the power that Flash felt came from the stomach and heart. He didn't know why, or how it worked, but it felt good to let his body take a break and let other instincts take over.

Flash felt the alien creature begin to shift and expand its mass as it redistributed weight. The feeling of the skin tight suit got heavier, but Flash also felt stronger. The muscles in his thighs, arms, and chest felt the need to move or they would explode. He could feel the claws at the end of his hands and the fangs in his jaw. These new bodily weapons tingled with energy.

The Symbiote sent the new senses that it was experiencing back to Flashes body. From his perspective, Flash felt taller looking through new eyes, his body felt bigger, senses stronger. The only emotions of The Symbiote were also more palpable. Flash felt the rage and the hunger for violence that didn't stem from his own anger, but from some primal drive the alien suit had.

Venom could hear the ULTIMATUM soldiers outside of the arms room and he looked back to Valkyrie still lying on the ground. Then all of the anger that Flash knew was his came to the fore front of his mind.

"RWAAAAAAARRRRRRRR" Venom roared so deeply that it reverberated throughout the room and down the hallway.

The ULTIMATIUM minions heard it from outside. Several of them gulped in fear. Carnage had been killing many of their comrades since he escaped into the facility. Now it was obvious that another Symbiote was about to tear through their ranks. And Venom was known to be much more dangerous than Carnage. Carnage took pleasure in random violence and destruction, whereas Venom targeted people with very extreme prejudice.

From inside the armory, Venom walked up to the door he had been closed for cover. He sunk his claws in between the door and the frame, and ripped the whole door off the hinges. He then hurled the steel reinforced security door down the hall. The soldiers dressed in white dove for cover from the massive size of scrap sailed past them.

"RWAAAAAAARRRRRR. DIEEEEEEEEE" Venom roared.

The terrorists began to shoot whatever they were armed with. Assault rifles, machine guns, shotgun, and the odd alien weapon were discharged in his direction, but Venom didn't really mind. The bullets and buckshot from the man made firearms just bounced of his suit. The few alien weapons that ULTIMATUM had didn't utilize sonic vibrations or thermal energy, so they couldn't do any real damage. Venom would easily kill these men though.

Starting with a man who had re-armed himself with one of the PKP's that were used earlier, Venom launched a tentacle from his suit, grabbing his first victim. He pulled the soon-to-be-dead man into the arms room, and grabbed his whole head in his fist. With super powered strength, he slammed him into the ground, crushing his skull and killing him.

The kill felt good. Venom jumped out of the room and continued his rampage, thinking about his whole life he had been taught to use violence as a solution.

Venom ripped out a man's throat.

 _Flash was six years old. He had been in a fight with a neighborhood kid and gotten his ass kicked. When he walked back into his house, his dad was drunk and yelled at him._

 _"Hit him harder next time." His old man yelled._

 _Next time, Flash beat the kid so hard he broke his nose and needed stiches._

Venom threw the next ULTIMATUM man into the wall, hearing the cracking of bones and plaster.

 _Flash was sixteen. It was a football game. He was the quarterback, and had to run the ball but had been stopped in his tracks by the other team's defensive line._

 _"Thomson. Be aggressive. Be violent." Shouted his coach from the sidelines. "Run their asses over and get on the board."_

 _The next play Flash didn't even look for a receiver. He just ran through his own offensive line and the opposing defense. Knocked three guys to the ground shoulder charging his way though and made it to the end zone._

Venom grabbed a man's weapon, ripping it out of his hand and then snapped the man neck.

 _Flash was eighteen. It was the summer after he graduated and his was at Fort Benning, Georgia for basic training in the Army. He was doing push-ups in the sand as it rained down hard._

 _"What makes the grass grow green Privates?" The Drill Sergeant asked the fifty filthy and wet privates._

 _"BLOOD, BLOOD, BLOOD!" Flash and the others shouted back._

 _"Whose blood?" The Drill Sergeant asked._

 _"THE ENEMIES!"_

 _"That's right. Now keep pushing."_

 _When he was deployed, Flash fought the enemy. He lost his legs, but he had killed the enemy and saved his team._

Venom stomped down a man's knee, breaking it. He then pulled the pin on a grenade that was on the man vest. Venom threw the man into group of others. The resulting explosion left a pulpy red mess of broken and bloody bodies.

"RWAAAAARRRRRR!" Venom roared again.

The few remaining ULTIMATUM soldiers were fleeing as fast as they could. Wildly aimed shots didn't even get close to hitting Venom. They were no longer a threat. He needed to make sure that Valkyrie was okay.

'Kill them.' The Symbiote said.

'Later.' Flash stated with determination.

'Now.'

'No.' Flash stated once more.

'I can feel you. The violence. You liked it.'

Flash knew the alien was right to a degree. The combination of adrenaline, combat, and defeating an enemy was a high that was hard to beat short of orgasm.

'Yes I did.' Flash acknowledged.

'We're so alike. We'll enjoy it.'

'No. We're not that much alike.' Flash shouted in his head. 'You're violent by your nature. I use violence as a tool. To win. To keep people safe. We're checking on Valkyrie. Remember our agreement.'

Flash knew the best way to argue against The Symbiote was to use terms like 'us', 'we', and 'our'. They reminded The Symbiote that it was bonded to Flash, not the other way around.

'Give control back to me.' Flash ordered, trying to imitate his old Drill Sergeant.

He felt the Symbiote relent, and his body returned to normal. The energy passed. But so did the single minded bloodlust. It was replaced with concern for the blonde, Asgardian warrior in the arms room. Venom Ran back to her to provide medical care so they could continue with the mission.

* * *

Carnage could feel him, Venom. He could feel the anger and the rage. He could hear the screams from the last of the ULTIMATUM soldiers that were still in the facility.

"HAHAHAHA! We are very much looking forward to seeing you Venom." Carnage cackled.

 **AN: So what did you all think? I hope you enjoyed it. I know it's a little shorter than usual, but if I added stuff from the next chapter, the pacing would be weird.**


	6. Chapter 6

**AN: So Im gonna be wrapping up this story soon. Maybe in another chapter or two. Thank you to those who have been reading. I know this has been a really slowly progressing story, but it was one that I have been enjoying trying to make.**

Chapter 6

Canine looked over the opening to the hanger with Barret M107 .50 caliber sniper rifle. He had been waiting here ever since the two super humans from the Avengers B-Team had infiltrated The Catacombs. General Ross had him and his team in place as an alternate plan, and a task force of infantry, armored cavalry, and Apache helicopter gunships as a contingency. Bookworm, the demolition and sabotage expert on his team, had disabled the ULTIMATUM vehicles. The only way they were escaping was by walking out and slipping through the Army perimeter that had been set up, and with him, Bookworm, and Slippy on various rifles, and Rocket operating a RQ-11 Raven, there was no way that any of the terrorists were getting away alive.

Canine continued to stare through the scope of his weapon at the entrance to the secure facility. His breathing was the only thing that he focused on other that the sight picture of his rifle. He breathed in through the nose, and exhaled through the mouth. He maintained consistent three seconds durations for both. This allowed him to lower his heart rate beneath fifty beats per second. It was key to maintaining accuracy that he did not become excited. Their positions along the hillside placed them just within 1000 meters of the entrance, not impossible shits, but not easy either.

As Canine observed, events started to unfold. The elevator opened and out ran a number of ULTIMATUM solder.

"Positive Target I.D." Canine said into his microphone. That was the signal for his team to open fire.

Canine pulled the trigger on his M107. The massive .50 BMG round thundered from his position. Two more blasts from Bookworm and Slippy also sounded out over the desert. Three white clad soldiers fell from the fists of death that traveled through the air. Canine smoothly transitioned to his next target and pulled the trigger, shooting another terrorist. At this point the members of ULTIMATUM started to dash behind whatever cover was available. The massive power of the Howling Commando's rifles meant that none of the cover they found was sufficient enough.

After firing three more rounds, Canine observed the area his team was shooting into. He did see any movement, called out over the radio to Rocket.

"Rocket. Distance, Direction, Discrption. Over." Canine ordered.

Rocket was crouched over a laptop, looking at the screen view of a thermal camera mounted on the drone. "Canine. This is Rocket. Zero hostile activity in vicinity of Catacombs entrance. Over."

"Rocket. Good copy. All Howling Units, Charlie mike." Canine ordered.

A series of confirmations came over the radio, and Canine continued to stare through his scope with determination.

* * *

"This is gonna hurt a bit." Venom said gently. Valkyrie had woken up, but it turns out that when she was knocked out by the energy weapon, that she had dislocated her shoulder. She had regained consciousness when the soldier had cracked a smelling salt beneath her nose, and the first thing that she noted was the pain in her left shoulder. They both knew how to fix the injury, and it needed to be done.

"Not the first time this has happened. Just do it." Valkyrie said with resignation.

"All right. On three." Venom said, and Valkyrie nodded. "One…Two…Three…"

Valkyire waited for the pain of her shoulder being forced back into its socket, but it never came. She looked up to the black clad soldier. "Don't tell me you…"

Venom had waited until she wasn't paying attention before making his move. The sound of a wet crack filled the air.

" _hissssss…urggggggg_." The hissed then grunted in pain.

"The worst thing you can do is brace for it." Venom said.

Valkyrie slowly got to her feet. She tried to lift her shield with her injured arm, but quickly dropped it. "Curses." She used her right arm to put the shield on her back and then drew her sword. "I am ready. Let us go and finish this."

"All right. But you stay behind me." Venom ordered. "You're injured, and can't use your shield to stop bullets now."

Valkyrie glared at him for a moment. She preferred to be the one in front of an attack. But she hated to lose a battle. So eventually she shrugged her shoulders and conceded.

Venom nodded and led the way out of the armory. Valkyrie looked around and saw the bodies and blood spatter of the ULTIMATUM solders. They were all over the place. She couldn't believe the scene. "What happened while I was out?" She asked

Venom walked up to an ULTIMATUM computer. "We were attacked. I had to put violence on the objective. A lot of violence." He then began to type away at the computer.

"What are you doing?" She asked.

"Using their surveillance to look for anyone…oh shit." Venom said. He pointed to a video feed that showed Carnage entering an elevator to the surface.

"We need to warn the soldiers. They stand no chance." She said concerned.

"Yes and no." Venom said grabbing a radio of an ULTIMATUM solder. "We need to warn them, but the guys up top are Howling Commandos, they can hold him until we get there."

Venom turned the frequency to the one the Howling Commandos were operating on. "Hotel Charlie Team, Hotel Charlie Team. This is Venom."

"Venom. This is Canine." Came the voice of the team leader.

"Immidiate alert. High Value Target Carnage is en route to the surface. Copy?"

"Solid Copy. We'll enact our alternate plan." Canine said.

"Copy. Avengers team will pursuit and engage as soon as possible." Venom said.

"Copy. Hotel Charlie has eliminated all other combatants on the surface. Waiting for further contact."

"Roger. Hold position until we get their"

"Venom out." He then wasted no more time as he ran down the hall to the elevator.

Valkyrie followed him. 'Who is this Rodger that they keep talking about?' Valkyrie wondered to herself again.


	7. Chapter 7

**AN: WOOHOO. It's done. Thanks to all who read. Especially Celgress, (still waiting for more of your own Venom story). Due to low viewership, I don't know when I'll write another, but I said I would finish this one, and I did. Let it not be said I didn't finish any story I started.**

Chapter 7

Canine changed out the magazines on his M107. Now they were loaded with prototype exploding incendiary ammunition. The design of bullet was similar to that of a 30mm cannon found on an armored personnel carrier. The bullet was designed with an open tip that allowed various charges to be loaded in to meet various mission standards. In this case, the tip was a High Explosive Incendiary. Rocket had moved to the maximum effective range of his M32 Rotary Grenade Launcher, which he had loaded with 40mm Grenades with a modified White Phosphorous charge. The team was determined not to let Carnage get away from The Catacombs.

"C'mon you ugly red bastard. Come and get what's coming to you." Canine said to himself.

* * *

Agent Venom and Valkyrie were running as fast as they could down the hall. The elevator was slow, but if they didn't move fast, then Canine and his team would be facing them alone. Venom knew you could put the black ops team against any terrorist threat in the world, and they would be able to fight and win. They were not prepared to fight a super villain though, and they might very well lose that particular fight. Venom ran a little harder.

As he was running, he took note of the status of his weapons and equipment. He made sure that his 417 and his Desert Eagle were loaded. His counted up his remaining ammunition and grenades, and made sure that Valkyrie was still with him. Then he noted that they were missing a crucial piece of equipment.

"Shit." Venom said and slowed down.

"What?"

"You need to get over to the area where they were holding Carnage. You remember where on the map that is?" He asked.

"Yes." Valkyrie had reviewed that map of the complex just as Venom had. "But why?"

"Were gonna need something to contain his symbiote." Venom said and started running again.

Valkyrie stared at him for a moment and then groaned. "This world is terrible at holding their criminals sometimes." She turned around and ran towards the containment area.

With her god like speed she was able to reach the area that was labeled 'detainee holding area'. She took a second to look over the area. One side was a series of cells that were clearly for holding prisoners. The bodies from the start of Carnage's rampage were still on the floor, and walls, and ceiling…at least what was left of them…mostly blood. Valkyrie had seen death before so she wasn't remotely concerned. She moved through the hallway to a sealed door and punched in a master code for The Catacombs. She walked into a room with a screen that had several monitor that showed the insides of the cells.

Valkyrie saw what she needed in the corner. A simple weapons locker sat still secured, likely because carnage killed the ULTIMAUM members before they could take them. What was unusual was the selection of weapons. Standard Air Force M16 were housed next to riot gear, and what looked like a high tech vacuum cleaner with a small air horn attached to the hose.

"That's probably what we need to trap the fiend." Valkyrie said aloud. She ripped of the locker door and grabbed the vacuum.

* * *

Venom had just left Valkyrie at ran toward the elevator. He needed to get the surface. The Howling Commando were good, but their plan for Carnage was target the weakness of the symbiote, and that means if he got there too late, then he would be fighting in an area saturated with explosives and fire. That operating environment would make him weak as well.

Venom got to the elevator. It was closed. In the essence of speed, Venom pushed the doors open and looked up. Carnage had opened the emergency access hatch to get to the surface faster. Venom slung his rifle on his back, then jumped up through and latched himself to the wall and began to scamper. He didn't really stick to the wall like Spider-Man did, so much as he clawed into it to climb up.

The climb was several stories up, but luckily the residual spider powers from Spider-Man in the alien suit made the climb quick and relatively easy. But in the space up above, Venom heard the screech of another set of doors being forced open.

"Fuuuuuuck." Venom said to himself.

* * *

Canine saw the elevator door in the hanger open. Agent Venom didn't say that he and Valkyrie were coming through. Anyone else in the facility was either dead, or Carnage, so he made the call.

"Fire at will." Canine said into his microphone.

The operator made a slow steady pull on his M107. The thunderous band of the rifle was the only thing that could be heard. From off to his sides, Bookworm and Slippy also opened fire. Explosions came from the hanger as grenades exploded and caused vehicles and gasoline to detonate as well from Rocket's M32. A raging inferno soon filled the space inside.

"That should keep the bastard down." Canine said to himself.

* * *

Fire and flames came from up above. An inhuman scream echoed through the shaft, and a flash of red began to move down to Venom's position. The red figure was Carnage, and he noticed Venom.

"You!" Carnage was visibly pissed off more now, if that was even possible. "We will tear your flesh from your bones and feed it to those pestilent soldiers out them." Carnage threatened.

"I'm gonna put you in the ground id you don't stand down." Venom threatened.

"HAHAHAHAHAHAHA! You are sooooo much more fun than that pesky little insect in New York." Carnage retorted, and jumped down to attack Venom.

Venom back flipped off his current wall and landed on the opposite, just in time for Carnage to strike at his last position. An elevator shaft was hardly a good place for a fight, but Venom had seen Spider-Man fight on the sides of countless building and upside down, so it was doable.

Venom shot a wad of webbing at Carnage, immobilizing him. The red menace just formed a serrated blade along his arm and cut himself loose. Venom jumped over as he cut himself free and punched him in the jaw. Carnage finished freeing himself and slashed at Venom's chest. Venom pinned the arm to the wall with his hand.

"Argh. Bastard." Venom said.

"Well of course. I killed my parents." Carnage cackled.

"You're sick."

"What're you gonna do? Ravencroft can't hold me. This place can't hold me. You think you can do what people far smarter can't?"

"They haven't tried to kill you yet."

Carnage created a tentacle that wrapped itself around Venom waist and threw him across the elevator shaft. Venom stuck the landing, pulled out his Desert Eagle and fired at Carnage. Carnage howled in pain and the bullets struck his chest cavity. The maniac moved behind an I-beam that was the structure of the shaft.

"How were you able to do that?" Carnage asked angrily as he expanded his claw to dig out the bullet.

"Custom incendiary ammo. Gotta pick the right tool to do the proper job. Unarmored targets get hollow point. Armor is defeated by tungsten ammo. Symbiotes get shot by incendiary." Venom explained, loading a new magazine.

Carnage peered behind his cover and shot a storm of shrapnel from his forearm at Venom's pistol. Venom didn't react fast enough and a few of the projectiles pierced the metal, turning the firearm into a .50 caliber paperweight.

"Son of a bitch." Venom muttered. He reached into his utility belt and pulled out his last flashbang. He stuck a bit of webbing to the canister and threw it to the wall behind where Carnage was hiding. The diversion stuck to the wall and detonated shortly afterward.

"RAAAAAA!" Carnage screamed.

Venom jumped over to Carnage. The villain was covering his eyes, trying to regain his sight. With his opponent blinded, Venom pivoted around him to stand on the same surface, where he then used and elbow strike across his face to further daze Carnage, and a forward knee to knock him back down the elevator shaft. Carnage crash into, and through of the roof of the elevator below.

Venom was about to jump down to finish the fight, when he heard something.

* * *

Valkyrie was wearing the vacuum cleaner on her back, running toward the elevator. She had just hear a massive boom and felt a shockwave come from the surface, followed by gunfire a little afterward, and she knew she needed to get to the fight. She rounded the corner and saw the door forced open. "At least I won't half to wait for it."

Suddenly another bang echoed, and then Carnage fell down through the elevator. Valkyrie knew that Venom was in the elevator shaft.

"Venom. Be still and take cover." She shouted, hoping that he would follow her order.

The goddess activated the gadget on her back. A sonic field was generated and shot into the elevator, and Carnage began to scream. It was almost a sad site as he covered his ears, and the symbiote began to melt off his skin. The scream was so loud that it could be heard over the sonic boom of the weapon. Unless Venom was hiding, the weapon would be echoing up the shat and affecting him as well.

Eventually the symbiote completely detached itself from Cletus Kasady. Valkyrie activated the vacuum function and suck up the alien ooze. Kasady lay on the floor of the elevator whimpering.

"I need it I need it I need it…" he was saying softly.

Valkyrie walked up to him, and suddenly Venom crashed through the roof as well. He landed on his feet with a loud crash. The sonic waves had done some damage showing patches of skin and clothing below. Flash's eyes were visible though, and they were very, very, _very_ angry.

* * *

'KILL HIM. KILL HIM NOW!' The symbiote screamed.

'I know what needs to be done.' Flash though back. He unslung his rifle and aimed it.

"Flash." Valkyrie shouted. "He's subdued. We can't kill him."

Flash's mind bolted back to reality and looked at Valkyrie. She was right. He was a soldier, not a murderer. If he killed him, he would be crossing a line. He looked back down at Kasady.

'KIIILLLLL HIMMMMMM!'

'No.'

Venom kneeled down and punched Kasady in the head knocking him unconscious. He then pulled out a pair of flex cuffs and secured Kasady's hands behind his back.

"Agent Venom to Thunderbolt." He said into his radio.

"This is Thunderbolt." General Ross resonded.

"All enemy threats are eliminated or secured, The Catacombs are secure."

"Roger."

Venom looked over to Valkyrie, smiling under his mask.

"Okay. I need to know. Who is this Rodger you all speak of?" she asked.

Venom just laughed.

* * *

It was a few day later in The Avengers Lighthouse station. Flash was in the gym lifting weights, sweating buckets. When you lived a life like he did, physical exercise wasn't just healthy, it made you dangerous, and that could save your life.

Valkyrie walked into the gym, sporting an athletic bra and running shorts. "How are you?"

"Good." Flash said.

"Thank you for explaining Earth radio communications to me. Many thing now make more sense."

"Happy to help."

"In Asgard, it is tradition to celebrate after a victory in battle." Valkyrie explained.

"Yeah. Same on Earth. Usually lots of partying." Flash said as he continued to pump his biceps.

"I was thinking we could do something more…carnal." Valkyrie said coyly.

Flash set down his weights and stared at his girlfriend. Their relationship which had no label was like this. Flash admired her clumsily, Valkyrie responded with affection that was equal parts spontaneous and passionate.

"Meet me in my quarters so we can shower." Valkyrie said as she walked out of the room.

Flash got up and followed. 'I can resist a lien being in my head telling me to be violent, but like every other man on Earth, I can't resist the orders of a good woman.' He thought to himself smiling.

 **AN: Thank you all again. I hope you enjoyed the ride.**

 **NoirValor** **\- July 2016**


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